浅谈关联方交易信息披露规范【外文翻译】

外文翻译原文：Discussion of related party transaction information disclosure normsAt present, the related party transactions of listed companies is widespread, many listed company has become an important part of business activities. In theory, related party transactions are neutral areas of the economy, market behavior is neither simple, nor black box trading. Its main role is to make full use of internal resources, lower transaction costs, improve operational efficiency and achieve the company goal of capital operation. However, because the purpose of related party transactions and forms the main body by the micro-economic control, so in practice, many listed companies, related party transactions not in the free competition under market conditions, but controlled by large shareholders. Particularly in the laws and regulations are not perfect, assessment and auditing role of intermediaries has not been fully played, accounting practitioners are not high quality case, related party transactions even easier to become part of the adjustment of profits of listed companies, the means to evade tax . This resulted in varying degrees of distortion of accounting information and misleading investors investment decisions. First, the existence of related party transactions in question While certain related party transactions are conducted in public, but in many cases, related party transactions is not based on a fair and impartial, but to gloss over the partys financial position and operating results, to achieve set a good corporate image, to appease the creditors, incentives of investors. Obviously unfair related party transactions, mainly the following aspects: 1. Adjustment of profits. The favorable transfer pricing and false sales to the inflated profits. If listed companies well below the market price of raw materials purchased from related parties or stock merchandise on, he is far above the market price of the sale to related parties, the low prices, then the operating results of listed companies to gradually brilliant get up. profits through asset replacement regulation. Assets between related parties, the performance in the form of unequal exchange: one related party to purchase quality assets at low prices to listed companies and listed companies or non-performing assets of unequal exchange; two non-performing assets of listed companies and related debt equal to the related party stripped to reduce the financial costs, enhance profitability; three listed companies the market price much higher than the sale of bad assets to related parties in order to obtain significant disposal gains. 2. Shift the burden of debt and costs. Between related parties bear the debt and costs, mainly in the following several forms: the other party to repay the debt; the other party to pay the purchase price; pay the other party; otherwise the other party to incur obligations and costs. 3. Transfer of funds. By listed companies are often higher or lower than the market price, selling goods to related parties or to provide services to achieve the purpose of transfer of funds. In addition, listed companies and financial exchanges between related parties and lending are quite common, although business lending to each other between the acts not permitted by the regulations, but the related party transactions and the lending of funds between the two is difficult to strictly distinguish between , and the method was not responsible for the public.4. Reduce the tax burden. Reduce the tax burden through related party transactions, the main two things: First, the profits of profit-making enterprises will be transferred to the loss-making enterprises, to minimize the tax burden on the whole group; second is the use of different enterprises in different regions and tax incentives tax provisions of the difference , the profits to low tax or even more preferential tax policies related party. Second, the limitations of the relevant laws and regulations binding 1. Difficult to control the related party relationship between the behavior of non-associated. In order to truly reflect the economic substance of related party transactions, promulgated the sale of assets between related parties, such as the Provisional Regulations on Accounting Treatment. The central element is: listed companies and transactions between related parties, if there is no conclusive evidence that the transaction price is fair, on the obviously unfair trading price of parts, shall be allowed to be recognized as current period profit as a capital surplus shall be dealt with and This part of the difference may not be used to increase the capital, or make up the losses. As the Interim Provisions on non-related party transactions is not to regulate, resulting in a number of listed companies by various means, the association of non-related party relationship, so that the original revenue from related parties into from non-affiliated parties, to achieve the manipulation of profit purposes. In addition, listed companies will be non-association of related party relationships since then replacement of non-monetary assets, monetary transactions: the first non-correlation of related party relationship, then a non-monetary asset exchange transactions, as the two document monetary transaction processing, asset replacement soon had a business into a sale of assets and acquired assets of the two document-monetary transactions to evade the Accounting Standards for Enterprises - Non-monetary transactions constraints, to increase the companys profits with . 2. Relationship between related parties narrow the scope of the provisions. Enterprise Accounting Standards - related party relationships and transactions disclosed in, the not give a clear definition of related parties, gave only a standard to judge the relationship between related parties, namely: direct or indirect control, joint control or direct significant impact; two or more parties with the subjects control. But indirect common control, significant indirect effects, with the under common control between two or more parties, not as a related party accounting standards; on the form is not in fact belong to the relationship between related parties, accounting standards only in principle requirements, but no specific requirements. Define the scope of related party relationships too narrow for the listed companies manipulated profits through related party transaction has left more space.3. Pricing policies on related party transaction disclosure requirements is too simple. Accounting Standards for Enterprises - related party relationships and transactions disclosure requires listed companies in the notes to financial statements, the related party transactions pricing policy as one element of their transactions to be disclosed. However, the scope of the pricing policy, to which pricing policies can be used, different pricing policies apply to which types of transactions, etc., not to make provision. Currently, listed companies to disclose the related party transaction pricing policies varied, such as the ex-factory price, price agreements, plans price, contract price, the wholesale price so the choice of pricing policies are also highly irregular, and did not explain the pricing basis, with non-associated party transactions are consistent pricing policies and the amount of Wen Ti the difference, the resulting public right, Accounting Standards - Related Party Relationships and Transactions disclosure disclosure requirement widely questioned. 4. Disclosure of information on irregular lack of effective monitoring. Currently, listed companies to disclose the actual related party relationships and transactions there are more problems: first, incomplete disclosure of related party relationships. Not many listed companies have a major impact on their companies or controlling shareholders to be disclosed as related party. Major individual investors, key management personnel and their close family members and other related parties, disclosed little. Second is the type of related party transactions do not grasp the accurate disclosure is not sufficient. Between related parties such as the guarantee and mortgage as a contingent liability on the license agreement, and key management personnel compensation, transfer and other receivables, the basic non-disclosure. Disclosure of related party transactions statement is too general, the current focus on disclosure of related party transactions form a large extent the disclosure, and its economic substance, the rationale behind, the production and operation of the parties to the transaction and the extent of current performance of the substance did not make disclosure. Third, the disclosure of related party transactions ambiguous content, such as the type of transaction, the transaction elements of the disclosure, or understatement, or incomplete, so that users of financial statements can not be clear, accurate accounting information. 4 is a fraud, in order to misconduct. All this, yet the lack of relevant rules and regulations to regulate and control. Third, disclosure of related party transactions on the normative Suggestions 1. Stock Exchanges regulatory role to play. Stock Exchange listed company to disclose the contents of the related party transactions should have the power to examine, from the relevant laws and regulations to standardize the system. Establish government regulation, industry self-discipline and social supervision Trinity regulatory framework. Information disclosure in the securities market regulation, in the same time improve the ability of government regulation. Government regulation should be established, industry self-discipline and social supervision Trinity regulatory framework.2. Establish and improve laws and regulations safeguarding the interests of small investors in the system. For related party transactions due to the unfair result of shareholder interests are infringed upon, relevant laws and regulations should be appropriate provisions to protect victims, punish the aggressor. Should gradually establish a complete range of civil, criminal and administrative liability, including multi-level information disclosure regulatory regime, and gradually change the current excessive reliance on administrative control to regulate the securities market information disclosure practices. From the legislative point of view, to give small investors, certain special powers, such as in particular, small and medium investors to ask the court to reject the shareholder meeting, Board of Directors the powers of resolution.3. Expand the scope of related party relationships. Whether an association party relations, In addition to the accounting standards of the provisions, indirectcommon control, under common control with both sides in or to be considered as associated with. International Accounting Standards No. 24 - the reveal of the related parties, the indirect joint control or significant influence indirectly, and with under common control between two or more parties, are considered related parties. According to our current situation, this could be reference. 4. Increase disclosure of the contents of the related party transactions. Operating performance of listed companies have a significant impact related party transactions, in addition to existing disclosure requirements should be content, but also to disclose the extent of its influence; involving the transfer of assets, mutual funds, such as guarantees and collateral information, regardless of their the amount of size, should be fully disclosed; on the relationship between related parties has been discharged from the original related parties, such as trade or financial dealings with its occurrence, it should be full disclosure. 5. Standard pricing policies related party transactions. Resources or obligations between related parties of the transfer price is the key to understand the related party transactions. However, as Enterprise Accounting Standards - related party relationships and transactions disclosed in Related party transactions not provided pricing policy, which led to the pricing policies of listed companies to disclose highly irregular. In my opinion, can learn from the practice of international accounting standards, to make provision for this, such as the widely used internationally comparable uncontrolled price, resale price, cost plus profit price. 6. Study abroad and learn from the disclosure requirements of related party transactions. If some countries require listed companies to disclose related party transactions outstanding amount of the settlement period and manner of senior staff or joint venture receivable and notes receivable, with joint ventures, directors and other related-party receivables, payables , director and CEO compensation and related party in the balance sheet of the commitments. Some countries also require listed companies on the amount of related party transactions in large amounts in the balance sheet disclosure of transactions with related parties are disclosed in the income statement. These practices, we should learn from. 7. Increase disclosure of related party transactions violation penalties. For listed companies to manipulation related party transactions, accounting statements or to gloss over certain related party transactions it hidden, refused to disclose important information or distort the behavior of the appropriate punishment should be to develop rules and increase penalties. In addition, irregularities of listed companies, listed companies must not only punish, but also on the board of directors and related companies be held responsible in civil and criminal liability.Source: K.C. John Wei. Tunneling or propping: Evidence from connected transactions in China J.Journal of Accounting and Economics,2006(5):26-34.译文：浅谈关联方交易信息披露规范目前，上市公司的关联交易十分普遍，很多上市公司关联交易已成为企业活动的重要组成部分。In theory, related party transactions are neutral areas of the economy, market behavior is neither simple, nor black box trading.从理论上讲，关联方交易是中立的经济，市场行为既不简单也不是“黑箱”交易。Its main role is to make full use of internal resources, lower transaction costs, improve operational efficiency and achieve the company goal of capital operation.其主要作用是能充分利用内部资源，降低交易成本，提高运营效率，实现公司资本运作的目标。However, because the purpose of related party transactions and forms the main body by the micro-economic control, so in practice, many listed companies, related party transactions not in the free competition under market conditions, but controlled by large shareholders.然而, 由于关联方交易由各种形式微观经济的主体构成。在实践中, 在自由竞争在市场状况的影响下，许多上市公司关联交易不是,而是受大股东控制。Particularly in the laws and regulations are not perfect, assessment and auditing role of intermediaries has not been fully played, accounting practitioners are not high quality case, related party transactions even easier to become part of the adjustment of profits of listed companies, the means to evade tax .特别是在法律法规不健全，评估和审计中介机构的作用没有得到充分发挥，会计从业人员素质不高的情况下，关联方交易更容易成为一部分上市公司的利润调整和避税手段。This resulted in varying degrees of distortion of accounting information and misleading investors investment decisions.这导致了不同的会计信息，误导投资者投资决策。 First, the existence of related party transactions in question首先，关联方交易存在的问题虽然某些关联方交易是公开进行，但在很多情况下关联方交易不是在公平公正的基础，掩饰其财务状况和经营成果，达到树立良好的企业形象、安抚债权人以及获得投资者的奖励的目的。Obviously unfair related party transactions, mainly the following aspects:显失公平的关联交易，主要有以下几个方面： 1.1、Adjustment of profits.调整利润。转移定价和虚假销售及虚增利润。If listed companies well below the market price of raw materials purchased from related parties or stock merchandise on, he is far above the market price of the sale to related parties, the low prices, then the operating results of listed companies to gradually brilliant Get up.如果上市公司向关联方购买库存商品原材料远低于市场上的价格，那么上市公司的经营业绩逐渐辉煌起来。通过资产置换调节利润。Assets between related parties, the performance in the form of unequal exchange: one related party to purchase quality assets at low prices to listed companies and listed companies or non-performing assets of unequal exchange; two non-performing assets of listed companies and related debt equal to the related party stripped to reduce the financial costs, enhance profitability; three listed companies the market price much higher than the sale of bad assets to related parties in order to obtain significant disposal gains.关联方之间的资产进行不等价交换：关联方来低价购买上市公司优质资产或不等价交换不良资产；去除两种不良资产的上市公司关联方债务，降低财务成本，提高盈利能力;上市公司的不良资产以远高于市场价格出售给关联方，获得更高的显著出售收益。 2.2、Shift the burden of debt and costs.转移债务和费用负担。Between related parties bear the debt and costs, mainly in the following several forms: the other party to repay the debt; the other party to pay the purchase price; pay the other party; otherwise the other party to incur obligations and costs.关联方之间承担债务和费用，主要有以下几种形式：偿还对方债务；支付对方货款；支付另一方费用；为另一方承担义务和成本。 3.3、Transfer of funds.转移资金。By listed companies are often higher or lower than the market price, selling goods to related parties or to provide services to achieve the purpose of transfer of funds.上市公司往往以高于或低于市场价格，向关联方销售货物或提供服务，以实现资金转移的目的。In addition, listed companies and financial exchanges between related parties and lending are quite common, although business lending to each other between the acts not permitted by the regulations, but the related party transactions and the lending of funds between the two is difficult to strictly distinguish between , and the method was not responsible for the public.此外，上市公司及关联方资金往来和贷款相当普遍。虽然各企业之间的借贷行为，由其他法规允许的，但关联方交易及贷款资金往来是很难严格区分的，且该方法不对公众负责。4、Reduce the tax burden.减轻税收负担。Reduce the tax burden through related party transactions, the main two things: First, the profits of profit-making enterprises will be transferred to the loss-making enterprises, to minimize the tax burden on the whole group; second is the use of different enterprises in different regions and tax incentives tax provisions of the difference , the profits to low tax or even more preferential tax policies related party.利用关联方交易减少税收负担，主要有两种情况：第一，盈利企业的利润将被转移到亏损企业，尽量减少对整个集团的税收负担。二是不同的企业使用不同的地区的税收优惠规定，对关联方的利润实行低税甚至更优惠的税收政策。 Second, the limitations of the relevant laws and regulations binding其次，有关法律法规的限制1、Difficult to control the related party relationship between the behavior of non-associated.难以控制非关联方关系行为。In order to truly reflect the economic substance of related party transactions, the Ministry of Finance on December 21, 2001 promulgated the sale of assets between related parties, such as the Provisional Regulations on Accounting Treatment.为了真正反映关联方交易的经济实质，颁布了“关联方之间对资产出售会计处理暂行规定”。The central element is: listed companies and transactions between related parties, if there is no conclusive evidence that the transaction price is fair, on the obviously unfair trading price of parts, shall be allowed to be recognized as current period profit as a capital surplus shall be dealt with and This part of the difference may not be used to increase the capital, or make up the losses.核心内容是：上市公司关联方交易如果没有确凿的证据证明交易价格是公平的，对部分明显不公平的交易价格应允许被确认为当期损益，作为资本公积处理的存在，这部分差额不得用于增加资本或弥补损失。As the Interim Provisions on non-related party transactions is not to regulate, resulting in a number of listed companies by various means, the association of non-related party relationship, so that the original revenue from related parties into from non-affiliated parties, to achieve the manipulation of profit purposes.由于非关联方交易的暂行规定是不完善的。上市公司通过各种途径如通过非关联方关系使从原来的关联方收入转到非关联方，实现利润操纵的目的。In addition, listed companies will be non-association of related party relationships since then replacement of non-monetary assets, monetary transactions: the first non-correlation of related party relationship, then a non-monetary asset exchange transactions, as the two document monetary transaction processing, asset replacement soon had a business into a sale of assets and acquired assets of the two document-monetary transactions to evade the Accounting